Travelport Buyout

Travelport (CD)
The Blackstone Group
$4.3B Leveraged Buyout

Travelport / Blackstone Subsidiary Sale §338(h)(10)

Blackstone affiliate buys Cendant subsidiary for $4.3B

Travelport holds CD's Travel Distribution Services businesses

Galileo - Travel information and processing
Orbitz - Online travel agency
GTA - Online travel packages

Announced 6.30.06

Advisors

CD: Citigroup / JPMorgan / Evercore / Skadden
Blackstone: Simpson Thacher

Agreements

Stock purchase agreement

Purchase Agreement

General

EDGAR Filing - Merger agreement
Hyperlinked Version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions

Article II Purchase and Sale of Shares

2.1 Purchase and Sale of Shares
2.2 Closing
2.3 Purchase Price Adjustment
2.4 Withholdings

Article III Company Reps

3.1 Seller
3.2 Company
3.3 Buyer
3.4 No Other Representations or Warranties

Article IV Covenants

4.1 Conduct of the Company
4.2 Employment Matters
4.3 Retention Payments

4.4 Publicity
4.5 Confidentiality
4.6 Access to Information

4.7 Filings and Authorizations; Including HSR Act Filing
4.8 Director and Officer Liability; Indemnification
4.9 Reasonable Best Efforts

4.10 Insurance
4.11 Termination of Agreements
4.12 Release of Guarantees
4.13 Provision of Certain Services
4.14 Website

4.15 Tax Matters
4.16 Compliance with WARN Act and Similar Statutes
4.17 Buyer's Financing Activities
4.18 Resignations
4.19 Certain Transactions
4.20 Disclosure Supplement
4.21 Exclusive Dealing
4.22 Structuring Cooperation
4.23 Solvency
4.24 Travelport Facility
4.25 Separation Agreements
4.26 Severance Costs
4.27 Delivery of Financial Statements

Article V Conditions of Purchase

5.1 Buyer
5.2 Seller

Article VI Termination

6.1 Termination of Agreement
6.2 Effect of Termination

Article VII Miscellaneous

7.1 Assignment
7.2 Choice of Law
7.3 Consent to Jurisdiction
7.4 Survival
7.5 Notices
7.6 Headings
7.7 Fees and Expenses
7.8 Entire Agreement
7.9 Interpretation
7.10 Disclosure
7.11 Waiver and Amendment
7.12 Third-party Beneficiaries
7.13 Enforcement
7.14 Severability
7.15 No Consequential Damages
7.16 Counterparts; Facsimile Signatures
7.17 Remedies
7.18 No Right of Setoff

Clear Gif